Xfactor: the beginning
by the pilot of eva unit 04
Summary: set in the misfits universe the story of how my version of Xfactor got together
1. Chapter 1

**The misfits and whoever if they show up belongs to who ever**

**X-factor except for Starfire belongs to Marvel, Star belongs to D.C comics**

**Okay when I started this originally I had no idea that red witch had brought x-factor in which is why my group is different**

It was a nice day at the agency for Valerie Cooper until she got a particular announcement

"You want me to do what?" she asked as her supervisor handed her a bunch of papers

"We are starting a mutant team; this one is not connected to the G.i Joe team." "The higher ups decided on this after seeing the x-men and Misfits in action." "To be brunt we want you to be their Liaison."

"Are you sure sir?"

"I'm positive here are the profiles." "I better warn you some of them might be a little...bizarre."

"Understood." said Valerie as she started reading the profiles

**Name: Alexander Summers (leader)**

**Code-name: Havok**

**Age: 17**

**Powers: can generate plasma blasts**

**Place of residence: Hawaii**

**Name: Koriand'r**

**Code-name: Starfire**

**Age: 16 in human years**

**Powers: has ability to shoot beams referred to as starbolts, has vast strength due to her alien nature**

**Place of residence: Gotham city**

**Name: Sooraya Qadir**

**Code-name: Dust**

**Age: 18**

**Powers: can turn herself into a cloud of a sand-like substance, and (under normal circumstances) control where this cloud goes, before reforming at will. At times she can move so fast in the dust form that she can strip the flesh from her enemies' bones. **

**note: is a former member of the x-men, she left due to a fall out with their founder.**

**Place of residence: Muir Island**

**Name: Celeste, Esme, Mindee, Phoebe, and Sophie Cuckoo (quintuplets)**

**Code-name: five in one**

**Age: 15**

**Powers: Telepathic hive-like mind**

**Place of residence: San Diego, California**

**Joshua Guthrie**

**Code-name: Icarus**

**Age: 14**

**Powers: large red feathered wings**

**Place of residence: Kentucky**

"When do the arrive sir?" Valerie asked

(Kaboom)

"About right now." her supervisor replied as a bunch of yelling was heard

"Sir what about this Starfire person she isn't a mutant?"

"No she's from outer space and one of the last surviving teen titans, the rest joined the misfits a long time ago." "Why don't you go out and meet them?"

"Understood." said Valerie as she went to meet her new team

A few minutes later she came out and saw that five identical girls were arguing with each other while a red headed girl and a boy that had what looked like red wings watched along with a blonde teenager and a girl that was wearing what looked like a niquab

"Excuse me." Valerie said over the commotion and was promptly ignored

"May I have your attention please?"

"Fine." Valarie said as she grabbed a megaphone that was near by

"HEY LISTEN I'M TALKING HERE!!!!!!!!" Valerie yelled which finally got everyone's attention

"Thank you, now I guess you are the new recruits for this program."

"First let me introduce myself my name is Valerie, I'm the liaison to you guys, so in other words I'm the one in charge of you guys." "I have a feeling this will be interesting." "Well anyway I need to check to see if everyone is here, respond when I call your codename."

"Havok?"

"Here."

"Starfire?"

"Hello friend Valarie."

"Oh-kay, Icarus?"

"I'm here."

"Dust?"

"Yes maam."

"Five in one?"

"Here." said five voices at once

"Please don't talk all at once it's creepy."

"Sorry." they said all at once again

"Why me?" Valarie groaned "Okay let me show you where you will be staying, due to space issues most of you will have to share rooms, five in one, three of you will share the first room while the other two share the next one."

"Yes maam." all five girls said at once

"I'm never going to get used to that am I?" "Dust you and Starfire will share a room."

"Understood." Dust mumbled

"Oh wonderful." Starfire exclaimed "Come friend Dust, we can perform braiding maneuvers on each other's hair or gossip."

"Why do I have the feeling of impending doom putting those two together?" Valarie mumbled "Anyway Havok you and Icarus will be sharing a room."

"Cool." said Icarus

"Gnarly." said Havok

"Anyway," Valarie interupted "You guys can start training tomorrow right now go ahead and settle in."

With that said the five members of the new team darted off to get their rooms set up."

"I know I'm going to regret this." Valarie muttered

A few hours later the members of X-factor were settling in some better than others

"Let's put this here." Havok gestured to a rack he wanted to put his surf board on

"No way my guitar goes there." Icarus argued

Meanwhile in the hall way Valarie was walking when she heard a voice and turned to find Starfire walking to the room her and Dust were going to share while carrying a mattress over her shoulder

"Hello Starfire where are you going with that?"

"Hello friend Valarie, there was only one bed in the room I was assigned and friend Sooraya suggested finding another mattress."

"Right." Valarie said as Starfire continued on her way with the mattress

(Kaboom.)

"Now what?!"

"No way." argued Phoebe "I want the bed by the window."

"I called dibs first." Esme argued

"I said knock it off." argued Celeste

"SHUT UP." the other two yelled

"I wonder if I can collect hazard pay from this." Valarie groaned "These kids are almost as insane as the misfits and thats a scary thought."

**End of chapter one**

**Next chapter: time for training**

**Valarie: you have got to be kidding me**


	2. Chapter 2

**X-factor belongs to marvel or d.c depending on the character if any of the misfits show up some of them belong to red witch**

**Chapter 2: training mayhem**

The next morning Valerie was waiting for the members of X-factor to show up which they did a few minutes later and of course five in one; the five telepathic girls were arguing.

"Attention X-factor," Valerie yelled as the quintuplets continued to argue with the rest of X-factor watching. "I said attention!"

"Oh for the love of pete." The blond grumbled as she went over to a table and picked up what looked like a giant drumstick tested it then went over to what looked like a giant gong and hit it startling the young mutants.

"Good I got your attention," She said with a self-satisfied look on her face. "Now we are going to do a little training session, so we know what needs working on ahead of time."

"Okay in this box are the uniforms you will wear while operating as X-factor. The changing room is down the hall, when you return I will take you to where you will be training and five in one please don't fight over them." With that said a few minutes later the young mutants appeared wearing their uniforms which were blue and yellow with x symbols on them.

"Hey this is pretty comfy," said Joshua the mutant codenamed Icarus because of his large red wings.

"I like mine," replied Alex also known as Havok the leader of the group as he examined the jacket that came with his uniform.

"These are very nice," Five-in-One the telepathic quintuplets replied as they looked at their uniforms, which were identical other than a number on the sleeve.

"I like this, though why is friend Dust not wearing her uniform?" asked Starfire the ex-teen titan.

"Actually I am," replied Sooraya also known as Dust, a former member of the X-men, "I am wearing the uniform under my outfit."

"Anyway please come with me," Valerie gestured, "We are heading underground we have the training facility down there, the other members of your group will meet us there."

"Other members?" asked Starfire.

"I was informed this morning we have two other members joining us, I would have told everyone but this was very last minute."

When they got to the training area two other people were standing there one was a young African American man wearing the same outfit as the rest of the team but with a pair of orange glasses standing next to him was a young Asian girl with long black hair also wearing the X-factor uniform.

"Everyone this is David Alleyne codenamed Prodigy. He can absorb knowledge from people around him standing next to him is Hisako Ichiki codename armor, her powers allow her to generate Psyonic armor that grants her superhuman strength and durability."

"Hello," said David as he looked at the group recognizing a person in the crowd. "Hello Sooraya, it's been a while."

"Hello David, it's nice to see you again," Sooraya said in a somewhat sad tone.

"How's Nori?"

"Still hasn't woken up."

"You two know each other?" Alex asked in surprise.

"He was going out with my foster sister Noriko," Sooraya replied. "Last time I saw him was about a year ago after everything that went down."

"Um hello," Hisako said trying to break the tension, "it's nice to meet you guys."

"Hi," said Icarus with a smile, "I'm Joshua call me Jay or Icarus, depending on the situation, well anyway you met Sooraya already, she's the one talking to David."

"Hello friend!" cheered Starfire in her usual overly cheerful manner as she ran up and gave Hisako a hug. "I am Starfire it is nice to meet you!"

"Um, Starfire?"

"Yes friend Alex?"

"She's turning blue."

"Oh, oops sorry friend Hisako."

"It's okay," Hisako wheezed out, "Nothing broken, so what's your power anyway?"

"I am not from earth," Starfire admitted, "On my planet my people are born with these powers."

"Wow I never met an outer space alien before."

"Hey if everyone is done talking can we get this training session underway?" Valerie groaned.

"Sorry," everyone said.

"Okay, now let's try working on teamwork so lets put the arguing on the backburner. Are we clear on that Five in one?" Valarie asked.

"Yes ma'am," all five members said at once.

A few minutes later…

"Hey cut it out," Valerie ordered as she ducked the carnage. "I said work on team work not destroy the training area!"

"Oops," said Starfire as she put down what looked like half the wall.

"Sorry," Armor said sheepishly as she powered down, "Sometimes I don't know my own strength."

"Do not!" argued Sophie.

"Do too," argued Phoebe, "I say follow Havok's lead!"

"No just do out own thing," Esme butted in.

"Hey sessions over," shouted Icarus, "You guys argued the whole time."

"This wasn't one of our better sessions was it?" asked Sooraya

"No Dust it wasn't," Havok groaned. "Prodigy what are you doing?"

"Oh sorry," David replied as he fiddled with the computer, "I was busy getting the programs to work right."

"This is a nightmare," Valerie groaned. "I swear I am going to kill my boss for this if I wanted to work with loons I would have went with Xavier or the Misfits." "Okay people time for lunch...ahhh!" Valerie screamed as she jumped out of the way as most of X-factor ran past her.

"I hate my life sometimes."

"Tip of advice," Sooraya replied, "Never get between a growing teenager and food."

"I'll keep that in mind." Valerie asked, "Why aren't you eating with the others?"

"I cannot remove my hood in mixed company."

"Oh yeah, sorry I keep forgetting. Dust I saw you reactions with prodigy. What happened to Noriko and the others was not your fault." (1)

"I know that. But it doesn't make it any better."

"Starfire don't drink the mustered!" Havok yelled from down the hall.

"But it is so good." Starfire argued.

"Hey that's mine!" yelled five in one as they fought over the food with each other.

"Do they ever stop fighting?" Armor asked.

"In the couple days I've known them, no," replied Icarus.

"I hate my life." Valerie groaned as she banged her head on the wall. Sooraya patted her back in sympathy.

**End of chapter 2**

**(1) for those not familiar with the comics I messed around with Dust's back story somewhat.**

**Next chapter: time to bond**

**Valarie: no not that!!!!**

**Icarus: Ah come on, it won't be that bad.**

** (Starfire goes by playing the gorka pipes)**

**Armor: Famous last words**


	3. Chapter 3

**Disclaimer: we have said this I don't know how many times already I really have to say this again**

**Chapter 3: bonding time**

A few minutes (and several food fights) later the group met up in the training room again

"Okay," said Valerie as she rubbed her head "Before I end up with brain damage from banging my head on the wall lets get to know each other."

"I'll go first," Alex said "My names Alex Summers and my code name is Havok I can generate plasma blasts, I was raised in Hawaii with my foster family after my parents disappeared, I don't have a girlfriend and I came here to get out from under my brother's foot because he was too strict and to be blunt a bit of a butt kisser."

"I'll go next," Sooraya replied "My names Sooraya Qadir and they call me Dust well because I can turn into sand, I used to be an X-men but due to problems I had I quit, I have two foster sisters on Muir Island Noriko who also used to be an x-men, David knows her and my other foster sister is named Megan; I lived with Moira MacTaggert since she found me when I was fifteen oh I also have a recent foster sister Rahne Sinclair also known as Wolfsbane, I came here so that way there would be no more problems with my citizenship and am also hoping that I can find my biological mother who I haven't seen in years after we were separated."

"Hello friends," Starfire replied "I am named Koriand'r but the translation is Starfire I am from the planet Tamaran, My powers are to shoot blast which are known as starbolts and I am very strong, I came here because it was either here or join the justice league, I was a member of the teen titans before most of them were killed and the others joined the misfits."

"Hi everyone my name is Joshua or Jay either one I'll answer to my code name is Icarus because of the wings on my back, I'm here for my probation because I got into a fight with some kid when he called my family a bunch of freaks, and I have an older brother named Samuel who is with the x-men under the code name Cannonball."

"Um hello," Hisako said "My names Hisako Ichiki code name Armor for obvious reasons, I just moved here from Nermia which was a center of insanity in Japan, I am here I so I can try to help mutants and show those weirdoes in Nermia that one person can make a difference."

"Hi," said David "My names David Alleyne they call me Prodigy because my power is the ability to absorb knowledge from the people around me." "I was going out with Noriko Ashida who is a former X-man named Surge and is also Sooraya's foster sister and I really have no clue why I'm here."

"Hello," Sophie said speaking for her sisters "My name's Sophie Cuckoo I am a member of the quintuplets code named five in one we're telepaths with a hive like mind even if we do fight a lot, we came here to find out more about our pasts."

"Okay my turn," Valerie said "My name's Valerie Cooper I'm the liaison to you bunch of loons, I have no clue why the boss put me in charge of you guys." I guess is should explain a couple rules 1.try to cut down on fights of any kind, 2.please don't run over people to get to the cafeteria 3.your relatives are welcome to visit but keep an eye on them and 4. No explosions if avoidable."

"Question," asked Icarus "We're out of room where are Hisako and David going to sleep?"

"Oh they commute since they live nearby," Valerie explained "Also to clear this up Havok will be in charge and Dust will be second in command."

"Why me?" Dust and Havok asked at the same time

"Havok, you're good with working with people, Dust you're the only other person that has experience working with a team since Starfire doesn't have a lot of experience with earth, no offense Starfire."

"None taken friend Valerie."

"Okay I guess that is all the rest of the day is yours just try to cause too much trouble, dismissed, ahhh." Valerie screamed as she was once again almost ran over

"I swear these kids are going to be the death of me."

"Need a hand?" Starfire asked as she held out a hand to help Valerie

"Thanks Starfire." Valerie replied as she accepted the Tamarainian's offer

"I welcome you."

"Um Starfire it's 'you are welcome'."

"Oh I am sorry."

"It's okay lets go check on the others."

A few minutes later Valerie and Starfire walked into the rec. room and discovered five in one reading Icarus and Havok talking quietly and Prodigy and Armor fighting over the remote with Dust watching

"Come on," Prodigy argued "I want to watch Screensavers!"

"Forget it they got the international channel and I want to watch sentai because I want to find out if Burai dies this time." Armor argued

"Screensavers!"

"Sentai!"

"Come on all sentai is an r rated version of power rangers!" Prodigy argued

"Screensavers is for nerds!" Armor argued back

"Hey Sooraya we need a deciding vote, which do you want Screensavers or power rangers rated r?" asked Prodigy as Armor smacked him on the head

"Neither," Dust replied "Put on Neon Genesis Evangelion."

"I didn't think you would like a show like that." Armor said as she switched to the channel

"I didn't but Noriko got me hooked on that show."

"Oh-kay," Prodigy said "I didn't expect that I thought Moira was strict on what you guys watch."

"She is but that was after Evangelion had ended on TV, she got mad after Megan got too hyper from watching Fully Coolly."

"Okay everyone," Valerie said from the corner a few minutes later" it's almost time for everyone to turn in those of you who commute, please grab your belongings and head out the rest of you I will see in the morning." Valerie said as she walked out of the doorway to find her room and sleep off the approaching migraine

(BOOM)

"Starfire no skeet shooting that goes for you too Havok." Dust yelled from down the hall

"But it is fun and friend Alex said it was okay." Starfire replied

"Tell that to the wall you just blew up along with part of the doorframe!"

"I need an aspirin." Valerie groaned as she held her head and walked to her room while muttering about lunatics and needing to reinforce everything and that she wasn't getting paid enough for this mayhem

A few minutes later all the members of X-factor had retired to their rooms (Armor and Prodigy had left)

"What's wrong Starfire, you seemed a little despondent?" Dust asked

"I am sorry friend Dust I feel like I made a fool of my self with friend Valerie earlier."

"You mean about messing up when you tried to reply to her saying thank you?"

"Yes."

"I'm sure it went okay you just need help with some of the sayings I know how that is."

"Can you please explain friend Dust?"

"Okay but you know when we aren't on missions you don't have to call everyone by their code names."

"I am sorry friend Sooraya but please continue."

"No problem,any way when Moira MacTaggert took me in she had to teach me english since at the time I only knew how to speak Arabic." **(1)**

"I see, may I ask another question friend Sooraya?"

"Go ahead."

"Why do you wear the outfit and cover your whole body like that?"

"Well where I am from originally women had to keep themselves covered in mixed gender company unless it was a family member."

"Oh."

"I'll explain more of it tomorrow come on we better go to sleep."

"Okay Pleasant shlorvaks friend Sooraya."

"If that means pleasant dreams same to you Starfire."

**End of part 3**

**(1) I wasn't exactly sure on the name of the language Sooraya/Dust speaks so bear with me**

**Sorry this chapter is so short I had writer's block and my computers busted so I wanted to get this posted soon as possible**

**Next chapter: X-factor's first public event**

**Valerie: heaven help us!**

**Dust: how bad can it be **

**(Kaboom) (Five in one is arguing while the smoke detector goes off)**

**Dust: Me and my big mouth. Why didn't I stay on Muir Island again?**


	4. Chapter 4

**Disclaimer: it's been done to death read the earlier chapters if you want it**

**Chapter 4: their first mission**

The next morning Valerie went to track down the other members of X-factor that hadn't woken up yet.

"Okay everyone up!" she yelled over the intercom which only caused about half the members to wake up and go to where she was waiting.

"That's it." Valerie growled as she went to where the intercom was and pulled out a wind up alarm clock and made the alarm clock go off into the intercom.

"Good I see everyone is here now."

Everyone just groaned in response.

"Okay you charming people today is your first mission, it was ordered by the higher ups, any questions?"

"I have one," asked Icarus as Valerie passed the pictures around "Is the mission having to do with the incidents with the friends of humanity?"

"Very good Icarus, as for your question yes it does, according to the reports members wearing clothing similar to theirs kidnapped two mutants."

"Who are they?" Dust asked as one picture showed a young man with green skin and what looked like a deformed arm and another showed a picture of a young man with brown hair and had a depressed look.

"The green kid is named Victor Borkowski and the other is named Kevin Ford, both are mutants from the New York area."

"What are their powers?" asked Armor

"Victor's is a physical mutation as you can tell, we are not sure the extent of his abilities, the other kid Kevin has the ability to wither any organic matter that he touches."

"So what are we suppose to do exactly?" asked Prodigy

"We are going to rescue these two and return them to their homes, any questions?"

Not a sound was heard.

"Okay everyone meet in the vehicle/parking area in a few minutes that is all."

A few minutes later everyone met up at the vehicle/parking area.

"Okay everyone, this is a find mission find the mutants rescue them and get out." Valerie ordered.

"I have a bad feeling about this." Dust muttered

"Friend Dust what is this friends of humanity?" Starfire asked

"Sorry Starfire, I forget you don't always understand, anyway the friends of humanity are a group of people that want to destroy mutants just because they are mutants."

"That sounds horrible how can people be that cruel?"

"Sometimes I wish I knew."

A little while later the group arrived at where the two mutants were being held

"Okay I see the guards Five in one do your thing." Havok ordered

"Got it." All five said at once as their eyes glowed white as they used their powers to take over the guards mind

"I see them," Sophie replied while her sisters controlled the guard. "Almost to the cell now and the guard the others are controlling is about to open the cell we have a problem though."

"What is it?" Prodigy asked.

"There aren't two mutants in the cell there are three in there."

"Okay slight change of plans than rescue the other mutant as well as the other two afterwards we'll find out the information." Valerie ordered

"Okay we're on the way out," Esme replied "Whatever you guys are planning get ready to do it."

A few minutes later the possessed guard came out followed by the three mutants one of which was a mutant that was female and had red hair and what looked like silver skin.

"Okay on the count of three Five in one release the hold on them and as soon as they're released Dust create a distraction to escape."

"Okay everyone ready, go!"

A few minutes later the guard started regaining his bearings when he noticed the three mutants escaping with what looked like an airborne sandstorm blocking anyone from chasing after them.

"Okay we have them now what?" asked Icarus as the group went towards the vehicle that had brought them only to dodge a laser blast.

"Is it those friends of Humanity people, did they follow us?" Armor asked as she powered up.

"No it looks like some others; I think it's the X-men," Dust replied "one of them just tried to read my mind."

"Okay what's the plan should we fight them?" Prodigy asked as he dodged another laser blast

"Looks like we don't have much choice," Havok said "Dust do you know any of these guys?"

"Just the guy with claws he can cut through anything."

"Okay Armor take the claw guy Starfire and Five in one take the telepath I'll take the leader, Dust take the guy that seems to be teleporting around and Prodigy guard the mutants we rescued.

"Got it." The group said as they spit up to cover their targets.

With Wolverine and Armor…

"Look kid just give us those mutants you kidnapped and we can end this peacefully." Wolverine said

"That's funny," Armor said "we didn't kidnap them and I was going to ask you the same thing."

With Dust and Nightcrawler …

"Look we don't have a gripe with you so just back up and let us go," Dust said as she stayed half dust form and half human form "we need to get those mutants back to their homes."

"But you guys kidnapped them." Nightcrawler said

"No we rescued them from that Friends of Humanity branch did the professor have you guys research everything before coming here?"

"How do you know the professor?"

"It's a long story, look can we talk about this."

"How do I know you are telling the truth?" Nightcrawler asked as he tried to teleport only to find he couldn't move

"I don't think you'll be able to move," Dust said "when I dodged you last time I hit a couple pressure points I don't think you will be moving anytime soon."

Suddenly there was the sound of sirens approaching

"Hey we better get out of here," Havok yelled "X-factor our mission is complete get in the ship and retreat!"

"I think that's your cue to leave as well," Dust said as she hit a release pressure point on Nightcrawler "get your team and leave quick!"

"Valerie we have the captured mutants." Prodigy reported a few minutes later after the group had taken off in their ship.

"That's great."Valerie said in a strained voice.

"Is something wrong ma'am?"

"I'll explain it when you get back."

"Understood, where should we drop these mutants at?"

"There is a safe zone set up drop them off there I'll translate the coordinates."

"Understood." Prodigy replied

A few minutes later the jet arrived at the drop off point.

"Thank you for saving us." The silver haired girl replied with Victor and Kevin nodding in agreement "You are welcome." Dust replied

"Anyway my names Cessily, that Kevin and Victor, have we met before?"

"Maybe we met in another lifetime somewhere."

"I guess so."

With that said the group left the plane.

"Good luck!" Armor called out as the jet got ready to leave.

"Friend Dust, who were those people that we were fighting with?" Starfire asked as the plane left to go back to headquarters.

"I'm not sure but I think that might be the new team of X-men, they are a group mutants who are supposed to help protect the world for both human and mutants."

"You sound like you know them."

"Five years ago I was one of them before it went bad."

"Went bad?"

"I don't want to talk about it Starfire please drop the subject."

"As you wish friend Dust."

**End of chapter 4**

**Sorry this wasn't longer I got writer's block and figured I end it here.**

**I'm assuming the some of readers got the joke with Dust and Mercury (the silver skinned girl)**

**Coming up in the next few chapters:**

**Why was Valerie aggravated and why did Dust leave the X-men**

**Coming up in future chapters**

**Until next chapter everyone.**


	5. Chapter 5

**Disclaimer: **_**Call me; beep me if you wanna reach me!**_

**Chapter 5: Another one? And a road trip.**

A few hours later, the group arrived back at their headquarters.

"Welcome back," Valerie greeted as she stood in front of the group. Next to her stood a young woman with black hair and pale skin. She was wearing a green-and-black uniform. "I have someone for you guys to meet. This is Shego, she is going to be your new teammate for a while."

"Um question, I thought we were out of room for new members." Icarus blinked. "Where's she staying?"

"Well Icarus as it is, the bedrooms can hold up to three people." Valerie explained. "She's going to stay in the same room as Dust and Starfire."

"Oh, joy." Shego groaned in a dry tone. The dark-haired woman then found her arm being grabbed by Starfire.

"Come, new friend Shego! We can perform braiding maneuvers on each other's hair and talk about girl things."

"Pass." Shego growled, whipping her hand away from the Tamaranean.

"Don't mind her, she just gets carried away." Dust reassured.

"So can I see where my room is then, or not?" Shego demanded impatiently. "I just want to get this over with."

"Dust, please show her where her room is." Valerie ordered.

"Yes, ma'am." The Afghani mutant nodded respectfully. A few minutes later, Dust and Shego were walking down the hallway.

"So how come you are here?" Shego asked.

"I'm hoping they can help me find my mother, we got separated when I was twelve." Dust explained. "I also am here to fix a problem with my green card. How about you... Shego was it?"

"I'm here on probation." Shego answered. "It was either here or with my brothers."

"I take it you and your brothers don't get along."

"That's an understatement."

"Reminds me of when I first met my foster sister Noriko." Dust nodded. "We were always fighting." Shortly after the duo arrived in the room. "Okay, this is the room you will be sharing with me and Starfire. My bed is on the right, Starfire's is by the window and I assume someone will bring one in for you. Do you have any questions?"

"Yeah, is there anything else I call you, or do you just answer to Dust?" Shego wondered.

"If it helps, my name is Sooraya." Dust introduced herself.

"Cool, that's good to know." Shego nodded. "I do go by anything else myself, just Shego."

"Hello friends," Starfire greeted joyfully as she floated into the room carrying a mattress and a bed frame. "Valerie told me to bring this in for friend Shego."

"Thanks."Shego rolled her eyes in disbelief at the sunny nature of the Tamaranean.

"You are welcome, friend Shego."

"This is going to be a long day, Shego." Dust told the pale-skinned woman. "Did you get your new uniform yet?"

"You mean that blue and yellow thing?" Shego scowled. "Do I _have_ to wear that thing? It's not really me."

"Pretty much."

"You aren't wearing the uniform either, Dust."

"Actually I am," Dust explained as she took her hood off, revealing her own uniform's cowl. Appropriately enough, it covered her whole head, leaving only her eyes unconcealed. "I am wearing it under my niqab."

"So...what do you guys do for fun around here?" Shego asked, unsure what else to ask.

"I don't know, we've only been here for a couple days." Dust admitted. "Well, we have a reading area and a television. I must warn you, stay out of the way if David and Hisako are fighting over channels."

"David and Hisako?" Shego blinked.

"Oh sorry, I meant Prodigy and Armor."

_*Attention, all members of X-Factor.*_ Valerie called over the intercom _*Please report to the main room. That is all.* _A few minutes later, the rest of X- Factor met up in the main room.

"Okay good, everyone is here." Valerie nodded in approval.

"What's up?" Prodigy asked.

"Okay, since this was your first successful mission, I am authorizing all of you to go out, celebrate, and have some fun." Valerie smiled. "There are a few rules, though."

"Which are?" A bored Shego drawled, leaning back on her seat.

"Try not to draw any attention to yourselves, and if avoidable, please don't get arrested." The group nodded in understanding, and left the room to get ready to go out.

"So, where do we go?" Dust asked as the group went outside after grabbing some image inducers on the way, and stopping to change into their regular clothes.

"Is there a Bloomingdale's around here?" Mindee asked after the group had piled into the vehicle, and drove into town.

"Oh no, I am _not_ going to some stupid clothing store!" Shego growled from the driver's seat

"I say we should head to the sci-fi convention." Prodigy suggested. "That guy from _Andromeda_ will be there!"

"Oh, no way!" Armor argued, shaking her head fervently. "I don't want to deal with gaggles of geeks today." With that said, everyone broke out voicing their own opinions.

"The music store!" Icarus snapped.

"The video store!" Armor snapped back

"Let's go see that Starfleet from the T.V. Show." Starfire piped up, not even raising her voice.

"Starfire, that place doesn't exist! Star Trek is a made up show! We keep telling you this!" Icarus groaned.

"Ah, crud," Shego grumbled as they waited at an intersection for the traffic light to change. A purple car containing a young woman with red hair pulled up next to them. "I'm not here, I'm not here, I'm not here..." The ex thief groaned as she ducked down.

"What's wrong?" Havok blinked after the car had pulled away.

"That was an 'old friend' of mine; I don't need her to know I'm not in jail." Shego explained.

"Why?" Alex blinked.

"When I used to cause trouble, she would be the one to send me to jail!"Shego explained. Alex nodded in understanding.

"Good point."

Sometime later, the group arrived at the mall.

"Okay everyone, listen up!" Havok commanded. "We are going to split into groups of 2-3 people. Everyone will meet up later at the food court. Now there are a few rules that Valerie sent with us on a fax in the car to remind those of you who might not have been paying attention when she explained it." The blond mutant surfer read from a piece of paper. "One: Try to keep a low profile. Two: no stealing or raising chaos. That means you, Shego."

"Oh, come on! I am on probation!" Shego wailed.

"Take it up with Valerie. Anyway here is who's going with who: Shego will go with Dust, and Armor and Starfire will be in another group. I'm going with Prodigy, and Icarus is going with two of the members of the Five-in-One. They can draw straws on who is going with who." Alex explained.

"Okay, let's go!" Prodigy whooped.

"Why do I have a bad feeling about this?" Havok groaned to himself as the group split up. Sometime later…

"Ahhhhhhh!" Someone screamed. "There's some kid flying around the aisles!"

"Help! Some girl is drinking all the mustard in the store!" Another person yelled.

"Clean-up on aisle seven! I repeat, clean-up on aisle seven!" The intercom yelled as Five-In-One played tug of war with a shirt they found.

"That's mine!" Sophie yelled.

"I called dibs!" Mindee yelled back

"Hey, I didn't do anything this time!" Shego yelled as she argued with a security guard while Dust was in the background rubbing her forehead. "I was with my friend the whole time! How could I have set those tables on fire?!" Just then, there was the sound of crashing from the food court.

"Come on, we better check this out. You can fight with the security guard later." Dust ordered as she and Shego ran off while the guard was distracted by talking on his radio. A few minutes later, the group arrived at the food court to find what looked like another group of mutants ransacking the place. They were dressed all in the same uniform: white shirts with rolled-up sleeves, red-and-black striped sweater vests, jeans with whips hooked on the belts, and black combat boots. On their right arms, they all had a symbol tattooed: A red Omega with an X underneath it.

"What's the plan?" Shego wondered as the others came up.

"Prodigy, help get the humans out of here! Five-In-One, back him up! Everyone else, with me!" Havok ordered as the group charged forward.

"So who are you guys?" Shego growled as she and Starfire powered up, green energy crackling around their fists.

"We are known as the Omega Gang," The pink-haired leader sneered. "We represent the mutants' revenge on humanity!"

"Yeah, you and every other group around." Shego snarled.

"You really should join us, sweet thing!" One of the Omega, a handsome-looking mutant, offered.

"You aren't my type!" Shego growled as she shot at the mutant. "Even if you were, you represent one line I refuse to cross! And that is, attacking innocents, human or mutant." Her energy blasts hit the Omega, smashing him into a wall.

"Glob, do something! They knocked out Slick!" The pink-haired leader screamed at a mutant who appeared to be a kid turned inside-out.

"I would Omega, but I can't see!" Glob yelled as a dust storm blocked his view.

"Tattoo, where are you?!"

"In trouble, boss!" Tattoo, a bald woman who was trying to phase, answered as she dodged attacks by Armor.

"Radian!" Omega yelled to an extremely tall blond mutant.

"Same here!" Radian yelled as he fired blast after blast of radiation, only for Starfire to brush the attacks off while Havoc fired back at him.

"Come on over here!" Icarus snarled as he dodged out of the way of a blond guy that kept trying to shoot heat waves at him.

"Oh, for the love of Pete!" The leader yelled as the blonde guy crashed into the wall after getting angered and just deciding to charge Icarus. "Redneck, you idiot! Get out of the wall!"

"Sorry, boss." Redneck apologized as he pulled his head out of the wall. Just then, a grappling hook shot forward and wrapped around the pink-haired leader. Holding the other end was a red-headed girl that looked to be about seventeen years old, dressed in a black midriff-baring sweater, brown cargo pants, black boots, and gloves.

"Kimmie?" Shego blinked in confusion as she stared at the redhead, who stared back at her in shock. "Look out!" Shego sent a plasma blast towards the blond-haired member who was coming up behind Kim after getting his head out of the wall. The sounds of sirens could be heard.

"Let's leave here, you morons!" The pink-haired leader ordered as the remains of the Omega Gang ran (or limped in some cases) out of the mall.

"X-Factor, let's get out of here as well." Havok ordered.

"Well, this was an adventure." Icarus muttered as the group left the mall, careful not to get the cops' notice. "Valerie is going to give us an earful for this mess."

"Great, what was the princess doing there?" Shego groaned to herself. "I'm never going to hear the end of this! I might as well see if my jail cell is open because I'll probably be on my way back there very soon."

"You were protecting people. That should count for something." Starfire told her. The group headed back towards their headquarters.

**End of Chapter 5**

**Coming up next: I have no idea.**


	6. Chapter 6

**Disclaimer: Shego blew it up.**

**Chapter 6: Past slightly revealed and plans made (for lack of a better title)  
**

Some time later the group arrived back at head quarters to find an irate Valerie waiting for them.

"I was wondering the you would be back," Valerie said sternly "I was watching the news and imagine my surprise when I found out a bunch of mutants were involved in a mess at the mall, Havok come with me the rest of you return to your quarters until I contact you, Armor go with Dust, Starfire and Shego, Prodigy go with Icarus."

A few minutes later the groups arrived at their quarters.

"So how much trouble are we in anyone know?" Shego asked.

"That is a good question." Dust said as she removed her hood

"Hey Armor, your phones ringing." Shego said

"Thanks," Armor said as she answered her cell phone "Hi Mimori, what's up you're calling all the way from Japan." "Whoa hold a second what is going on, they are rounding mutants up, how are the others dealing with this, yeah that figures Kazuma and Ryuoh would do that, and Scheris is along for the ride, no I don't know where Ayase is if she skipped town, she probably went to her cousin's place in Juban." "Okay call me if you hear anything I'll let you know if she turns up, bye."

"What was that about?" Dust asked as Armor hung up her cell phone.

"Oh some friends of mine in Japan are mutants, there is a big mess over there right now, apparently there's a group called Holy forming to try and police mutants in Japan." "We met in boarding school Mimori who just called me is the only one out of us that's not a mutant."

"_Attention all members of X-factor,"_ Valerie said over the intercom _"Report to the control room now!"_

A few minutes later everyone arrived in the control room to find Valerie standing with Havok. Valerie seemed to have calmed down since earlier.

"Okay after getting the information of your escapades from Havok I have decided on your punishments."

"Can we get this over with already I have plans." Shego said sarcastically

"Don't start Shego now as for your punishments, you all are confined to base unless there is a mission or you commute, also you will be doing extra training sessions." "Are there any questions?"

"How long are we confined here for?" Dust asked

"Until I decide other wise."

"Well this sucks, I want out!" Shego complained

"You can't you are on probation remember?" Valerie groaned as she rubbed the bridge of her nose "Now is there anymore questions, not one more word Shego,"

Valerie didn't have anymore complaints "Fine dismissed!" Valerie ordered but before the group could leave a frazzled operative came running in.

"Turn on a monitor quick!" the operative muttered

When Valerie turned on the monitor X-factor was surprised to see what looked like Apocalypse and four others terrorizing an area

This is the scene from a few minutes ago, a group of mutants arrived during a meeting than started raising hell." A frantic reporter stated as he dodged things

"Oh Allah." A pale Dust said in shock as she looked at the monitor

"Friend Sooraya what is it?" Starfire asked in concern

"I know him," Dust said in fright as she stared at one mutant on the monitor who was using his powers to change parts of his body "but it can't be him he died on the last mission the x-men team I was with went on."

"Dust who is he?" Icarus asked out of curiosity before Havok gave him an elbow to the stomach to shut him up

"His codename is... was Darwin, he was the second member professor Xavier recruited for that team, he had the power of constant evolution, you do anything to him his body would evolve to adapt."

"But what is he doing with Apocalypse?" Mindee asked out of curiosity

"I don't know it isn't in his nature to do anything like this willingly."

"Dust are you sure he was killed?" Valerie asked

"Yes, after that disaster of a mission there were only me and two others left, neither of which is him."

"Hey I recognize him," Prodigy said as he pointed to one member of the horsemen that had bat like wings "isn't that what's his name from the x-men?"(1)

"Looks like it," said Armor as she noticed one of the horsemen was creating water and manipulating it "wait a minute" the armor wearing mutant said as she got a better look at the female mutant of the group "that looks like my friend Ayase, but she's supposed to be in Juban."

"The one that you mentioned when your friend called earlier?" Shego asked

"Yeah."

"I'm worried now normally she isn't the type to get into confrontations and she normally would not pull this stunt."

"So is Apocalypse kidnapping mutants for his horsemen like he did in the past?" Havok asked

"That is a good question." Valerie said

"Darwin I could understand because of the nature of his powers but why would the kidnap Armor's friend?" Dust asked

"I don't know," Armor admitted as she watched Apocalypse and the horsemen with him leave the area "Ayase isn't strictly trained in her powers we don't know the full scope of her powers."

"Okay what do we do now? Havok asked as Valerie went to the communication station

"I am going to call the X-men; they have dealt with Apocalypse before maybe if the teams join up something can be worked out to stop Apocalypse."

"Oh joy," Dust said sarcastically

"Dust, care to share?" Valerie asked

"Sorry I didn't leave the X-men on the best of terms."

"Dust, this is not the time after this all over you can complain."

"Yes ma'am."

A few minutes later Valerie was staring at the computer image of Professor Xavier

"Hello," Valerie said politely "my name is Valerie Cooper I'm representing the government mutant team known as X-factor."

"Oh yes the team my students tangled with, the professor said warily "if you don't mind me asking what is this about?"

"As you no doubt have heard Apocalypse has returned, we have a common enemy and I thought it would be best if our teams worked together to stop him, one of your former students is involved I believe his name is Darwin." This caused the professor to go pale

"He's alive?"

"I believe so if this information is correct also I believe another mutant you are associated with name Warren Worthington is involved as well."

"Why don't you and your team come over to my mansion and we can pool resources?"

"Agreed we will meet soon." Valerie said as she signed off the connection.

"Okay listen up!" Valerie ordered "We are going to head over to the X-mansion to collaborate on plans so please try to refrain from fighting with the x-men that means you Shego."

"Sure blame me." Shego complained

Sometime later the group was in the aircraft hanger

"Okay are we all ready?" Valerie asked as the group nodded which included a reluctant Dust.

With that said the group piled into the aircraft and headed towards the X-mansion.

"Is it okay if I'm worried?" Icarus asked

"No more than the rest of us." Armor said as her cell phone rang again "Akira hi, what's up? I know I heard your sister is missing I'll let you know if I hear anything, I can't talk right now I'll call you later bye."

"Sorry about that," Armor said as she hung her cell phone up, "that was Ayase's brother he's worried sick."

"So what song was that?" Shego asked

"_Transcending Times_ He likes that song, the one from Mimori is _Eternal Blaze_." (2)

"So what powers do these friends of yours have?" Dust asked out of curiosity after Armor had turned off her cell phone

"Well let's see Kazuma has some type of armor on his arm, not sure how to describe it, Ayase can do stuff with water, Scheris can heal." (3)

"Everyone we are here," Valerie said as the plane started to land "Now remember what I said earlier no fights with the X-men and no bringing up old grudges."

"Welcome to the x-mansion," Professor Xavier said as he sat in the hallway with Cyclops and Jean "I talked to you on the video monitor earlier." Just than he spotted a familiar face "Hello Dust it's been a while."

"About two years, professor."

"How are Surge and Flashback doing?"

"Noriko is still catatonic and Flashback recovered most of her memories except for what happened at the end, she's working with some other people out in Florida."

"Why don't the rest of you go hang around, Havok and Prodigy stay here." Valerie said trying to break the tension in the room.

A few minutes later the members of X-factor were wondering around the mansion.

"That's still here?" Dust asked in a fit of giggles as she pointed to what looked like two indents in the wall that had been filled in.

"What was that from?" Boom Boom asked as she came walking up "I could never get a straight answer from the professor."

"We had this one member of the team I was on years back, we called him Wither I guess his power would be similar to Rogue's only instead of absorption it would decay, getting back to the story Wither because of his powers was a bit of a pervert and had the habit of living vicariously through whoever helped him in his escapades. "Well one time him and another guy Rockslide, decided they were bored and tried to stage a panty raid while the professor was gone, anyway he tried to steal flashback's underwear she has the power of Psychometry anyway they forgot she was really good with a three section staff and long story short chased them around the mansion till both Rockslide and Wither collided with the wall and than the staff collided with their heads a few times."

"I thought I heard a familiar voice," Wolverine said as he walked up "chatterbox, it's good to see you it's been a while."

"Hello Wolverine." Dust replied

"How's sparky and Mer Mer doing?"

"Noriko is still catatonic and Flashback has most of her memories back."

"Good to know."

"Mer Mer?" Icarus asked out of curiosity

"A lot of us for one reason or another had trouble pronouncing Flashback's name so we just would call her by her codename since Wolverine was the only one who could pronounce it right."

"So what happened to the previous X-men team I didn't even know there was one?" Boom Boom asked as unnoticed the rest of the current x-men team walked up.

"Chatterbox you want to tell it or should I?" Wolverine asked.

"I'll tell it," Dust said "there isn't much else to tell we were a team a few years back, it consisted of me, my foster sister Noriko we called her Surge, Mer Mer Chen, who had the codename Flashback, Wither, Rockslide, Mercury, Darwin, Sway, and Petra."

"This is getting interesting." Iceman said right before Cannonball shushed him

"Anyway," Dust continued "We went on this one mission to stop this mutant that was causing havoc, we fought him and it was a disaster, the mutant annihilated Petra, Sway and Rockslide, and than he vaporized Mercury and turned Wither's power on himself, Noriko tried to stop him and he did something, we still aren't sure since the mutant was a telepath, but he hit Noriko with his powers and she's been catatonic ever since, Flashback went after him next and he just swatted her aside knocking her out."

"How did you escape?" Kurt asked

"It was because of Darwin," Dust said sadly "He ordered us to retreat I grabbed Noriko and Flashback, I thought he was right behind us but when I looked back he was fighting the unknown mutant as the area started crumbling, that was the last I ever saw of him." "When I came back Moira found out and was furious she pulled me and Noriko out and took us both back to Muir Island."

"What about your friend?" Rogue asked

"Moira treated Flashback as best as she could but when she woke up, some of Flashback's memories were gone, Moira seems to think that the trauma of the events caused those memories to be repressed."

"So how come if Wolverine knows this story he wasn't there?" Jamie asked

"Wolverine wasn't part of the team yet, the professor was undergoing sessions with him to help control his inner animal." "Also before you ask Storm was still in Africa at the time, actually before these events occurred the professor was planning to go pick her up."

Just than Valerie came back into the room followed by Cyclops and Jean.

"Okay everyone we have a plan."

"So let's hear it." Said Shego

"We will go in two teams one using quiet powers and the others with destructive and long range powers," Valerie replied "the first group will look for information on helping the captured mutants and the second group will provide a distraction."

"Any questions?"

"Can we trust X-factor?" Jean asked "We don't know hardly any of them and Shego has a record."

"I trust some of them," the professor replied "I scanned some of their minds other than some odd thoughts about mustard and some teenager that had a problem with water, everything was normal."

"Than let's discuss this plan," Dust said "what information do we have on these mutants Apocalypse has working with him, it's best to find out their powers ahead of time."

"That is a good idea," the professor said as he laid out some pictures "The first one is or was Warren Worthington who was known as Angel because of possessing feathered wings." The professor said gesturing to a picture of a mutant with wings "the second," he went on "is known as Darwin he has the power to adapt his body to anything." "The next one is known as Lorna Dane and has the power of magnetism similar to magneto, I'm not sure about the last one,"

"Her name is Ayase," Armor said "we went to boarding school together i'm not completely sure of her full power level it is either she can turn objects her hair touches into water or she can just manipulate water and summon it no one is completely sure, we had a few mutants at that school and everyone's powers varied in level."

"Well than let's go." Wolverine said as both groups got up to leave

**End of Chapter**

**Note: sorry about the hold up had writers block which is also why I ended the chapter the way I did.  
**

**1. Since I have someone else as Archangel Warren will be using one of his alternate reality forms**

**2. **_**Eternal Blaze **_**was a Jpop song I heard and liked, _Transcending Times_ was the first theme from **_**Mobile suit Zeta Gundam**_** which anyone who is a uc Gundam fan or a Gundam fan in general should check out**

**3. A nod to the anime**_** S-cry-ed.**_


End file.
